Common use of Downgrade of Party A Clause in Contracts

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toinformation

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B A shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforDays. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by S&P and Fitch. Party A acknowledges and agrees that if at any time during the term of this Transaction the long-term senior unsecured deposit rating by S&P of Party A is below "BBB-", then from the date that is 30 Business Days from the occurrence of such event, Party A shall transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition. "Rating Agency Condition" means, with respect to any action taken or to be taken, a condition that is satisfied when S&P and Fitch have confirmed in writing that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least A and F1 by Fixxx Xxxings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any xxxxxx takex xx to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in txx xxxxgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party A, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any successor thereto ("Moody's"), at least "A-" by Fitch, Inc., or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), to the extent such obligations are rated by Moody's, Fitch or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least AA- and A-1 by Standard & Poor's Ratings Service ("S&P") and at least Aa3 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least AA- and F1 bx Xxxxx Ratings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to axx xxxxon taken or to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in xxx xxwngrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party AX, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any successxx xxxxxxo ("Mxxxx'x") or at least "A-" by Fitch, Inc., or any successor thereto ("Fitch"), to the extent such obligations are rated by Moody's. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder under the Agreement and all Confirmations to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless , and at the cost of Party A. If such a transfer by Party A has not occurred within 20 Local Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post deliver Eligible Collateral (as designated in the approved Credit Support Annex)on a xxxx-to-market basis, to secure Party B's exposure or potential exposure exposure, if any, to Party A, and such Eligible Collateral shall be provided delivered in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Local Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A+ and A-1 by Standard & Poor's Ratings Service or any successor thereto ("S&P"), or at least A1 and P-1 by Xxxxx'x Investors Service, Inc. or any successor thereto ("Moody's"), or at least A+ and F-1 by Fitch Ratings, Inc. or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P, Moody's or Xxxxx. "Rating Agency Condition" has the meaning specified in the Indenture defined in Part 1(a) of this Schedule. The failure by Party A to post Eligible Collateral in accordance herewith shall constitute an Event of Default with Party A as the Defaulting Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) within 30 calendar days after the occurrence of a Ratings Event, either (i) use reasonable efforts to transfer (at its own cost) Party A's ’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A (ii) post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a the Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's ’s obligations to find a transferee and transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a “Ratings Event” shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below “A-1” by Standard & Poor's Ratings Service (“S&P”) (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below “A+” by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below “F1” by Fitch, Inc. (“Fitch”) (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch; or (iii) if Party A fails to satisfy the Mxxxx’x Downgrade provisions set forth in Section 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and (B) (i) transfer (at its own cost) Party A’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, subject to the satisfaction of the Rating Agency Condition, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to Party A. For the purpose hereof, a “Ratings Withdrawal” shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be at least BBB- and A-3 by S&P.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to,

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) within 30 Calendar Days after the occurrence of a Ratings Event, either (i) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A (ii) post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a the Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A fails to satisfy the Xxxxx'x Downgrade provisions set forth in Section 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, subject to the satisfaction of the Rating Agency Condition, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be at least BBB- and A-3 by S&P.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least A and F1 by Fixxx Xxxings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any xxxxxx taken or to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in txx xxxxgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's ’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B A shall demand that Party A post (at its own expense) Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's ’s exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforDays. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's ’s obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a “Ratings Event” shall occur with respect to Party A if the long-term and short-term senior unsecured debt ratings of Party A cease to be at least A and A-1 by Standard & Poor’s Ratings Service (“S&P”). “Rating Agency Condition” means, with respect to any action taken or to be taken, a condition that is satisfied when S&P has confirmed that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Notes. In addition, if the long-term and short-term senior unsecured debt ratings of Party A cease to be rated at least BBB- and A-3 by S&P, Party A shall, within 10 Business Days, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) within 30 Calendar Days after the occurrence of a Ratings Event, either (i) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A (ii) post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a the Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A fails to satisfy the Moody's Downgrade provisions set forth in Section 9(ii) xxxxxx. If a Ratings Withdrawal (as defined below) shall occur and be continuing with respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, subject to the satisfaction of the Rating Agency Condition, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be at least BBB- and A-3 by S&P.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party A, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any successox xxxxxxx ("Moxxx'x"), at least "A-" by Fitch, Inc., or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), xx xxx xxxent such obligations are rated by Moody's, Fitch or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. (i) For the purpose hereof, a “Ratings Event” shall occur in that event that (1) Party A's (or its Credit Support Provider’s) short-term unsecured and unsubordinated debt rating is reduced below “A-1” by Standard & Poor's Ratings Service (“S&P”) (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below “A+” by S&P) and with respect to Party A (or its Credit Support Provider) such entity is a Financial Institution (an “S&P Approved Ratings Downgrade”) or (2) its short-term unsecured and unsubordinated debt rating is reduced below “F1” by Fitch, Inc. (“Fitch”) (or, if its short-term rating is not available by Fitch), its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch (collectively, the “Approved Rating Threshold”), to the extent such obligations are rated by S&P or Fitch. Party A agrees that it shall comply with the provisions set forth below following the occurrence of a Ratings Event or an S&P Required Rating Downgrade. The failure by Party A to comply with the provisions set forth below shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (at its own cost) (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) (x) within 30 calendar days after the occurrence of a Ratings Event, with respect to Fitch or, (y) within 10 Business Days with respect to Party A (or its Credit Support Provider) that is a Financial Institution with respect to S&P, either (i) use reasonable efforts to transfer (at its own cost) Party A's ’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A (ii) post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a the Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party AX, and xnd such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc. or any successor thereto ("Mooxx'x") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), xx xxx xxxent such obligations are rated by Moody's or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's ’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B A shall demand that Party A post (at its own expense) Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's ’s exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforDays. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's ’s obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a “Ratings Event” shall occur with respect to Party A if the long-term and short-term senior unsecured debt ratings of Party A cease to be at least A and A-1 by Standard & Poor’s Ratings Service (“S&P”). “Rating Agency Condition” means, with respect to any action taken or to be taken, a condition that is satisfied when S&P has confirmed that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Notes. In addition, if the long-term and short-term senior unsecured debt ratings of Party A cease to be rated at least BBB- and A-3 by S&P, Party A shall, within 10 Business Days, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition. 10.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 10 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A2" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A" by Fitch (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party Xxxxy A, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc. or any successor thereto ("Mooxx'x") or at least "A-" by Fitch, Inc., or any successor thereto ("Fitch") to the extent such obligations are rated by Moody's or Fitch. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least A and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any action taken or to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B A shall demand that Party A immediately, at its own cost, post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforhereof. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's Investors Xxxxxxe, Inc. ("Moody's"), to the extent such obligations are rated by S&P or Moody's. "Rating Axxxxx Condition" means, with respect to any action taken or to be taken, a condition that is satisfied when S&P and Moody's have confirmed in writing that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. 10.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least A and F1 by Fixxx Xxxings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any action takex xx to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in txx xxxxgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined belowin Section 8 hereof) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's ’s rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days (or within 10 Business Days in the event that Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P) after the occurrence of a Ratings Event, Party A shall no later than the end of such 20 Business Day period, post eligible collateral at its own cost and satisfactory to Party B shall demand that Party A post (“Eligible Collateral (as designated in the approved Credit Support AnnexCollateral”), to secure Party B's ’s exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforhereof. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting Posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's ’s obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. “

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) within 30 Calendar Days after the occurrence of a Ratings Event, either (i) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A (ii) post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a the Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to or (iii) obtain a guaranty which satisfies the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch or (iii) if Party A fails to satisfy the Moody's Downgrade provisions set forth xx Xxxxion 9(ii) hereof. If a Ratings Withdrawal (as defined below) shall occur and be continuing with respect to Party A, then Party A shall within 2 Business Days of such Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings Withdrawal, and (B) (i) transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a guaranty of its obligations hereunder from another party, subject to the satisfaction of the Rating Agency Condition, and such guaranty shall remain in effect only for so long as a Ratings Withdrawal is continuing with respect to Party A. For the purpose hereof, a "Ratings Withdrawal" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be at least BBB- and A-3 by S&P.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least AA- and A-1 by Standard & Poor's Ratings Service ("S&P") and at least Aa3 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least AA- and F1 by Xxxxx Xatings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any xxxxxx taken or to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in txx xxxxgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party AX, and xnd such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any successox xxxxxxx ("Moxxx'x") or at least "A-" by Fitch, Inc., or any successor thereto ("Fitch"), to the extent such obligations are rated by Moody's. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B A shall demand that Party A immediately, at its own cost, post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand thereforhereof. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured ratings of Party A or its Credit Support Provider cease to be at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Xxxxx'x Investors Service, Inc. ("Moody's") and at least A and F1 by Fitch, Inc. ("Fitch"), to the extent such obligations are rated by S&P, Xxxxx'x and Fitch. "Rating Agency Condition" means, with respect to any action taken or to be taken, a condition that is satisfied when S&P, Moody's or Fitch have confirmed in writing that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. Notwithstanding the foregoing, in the event the long-term senior unsecured ratings of Party A or its Credit Support Provider cease to be at least BBB- by S&P, to the extent such obligations are rated by S&P, Party A shall, within 10 Business Days of such occurrence, transfer (at its own cost) its rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition. [XXXXXXX XXXXX LOGO]

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least AA- and A-1 by Standard & Poor's Ratings Service ("S&P") and at least Aa3 and P-1 by Moody's Investors Service, Inc. ("Moody's") and at least AA- and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch. "Rating Agency Condition" means, with respect to any action taken or to be taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to the applicable class of Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder under the Agreement and all Confirmations to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless , and at the cost of Party A. If such a transfer by Party A has not occurred within 20 Local Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post deliver Eligible Collateral (as designated in the approved Credit Support Annex)on a xxxx-to-market basis, to secure Party B's exposure or potential exposure exposure, if any, to Party A, and such Eligible Collateral shall be provided delivered in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Local Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be at least A+ and A-1 by Standard & Poor's Ratings Service or any successor thereto ("S&P"), or at least A1 and P-1 by Xxxxx'x Investors Service, Inc. or any successor thereto ("Moody's"), or at least A+ and F1 by Fitch Ratings, Inc. or any successor thereto ("Fitch"), to the extent such obligations are rated by S&P, Moody's or Xxxxx. "Rating Agency Condition" has the meaning specified in the Indenture defined in Part 1(a) of this Schedule. The failure by Party A to post Eligible Collateral in accordance herewith shall constitute an Event of Default with Party A as the Defaulting Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure to Party exposure, if any, tx Xxrty A, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any succesxxx xxxxxto ("Xxxxx'x"), at least "A-" by Fitch, Inc., or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), xx xxx xxtent such obligations are rated by Moody's or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by Fitch and S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure to Party exposure, if any, xx Xarty A, and such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any succexxxx xxxxeto ("Xxxxx's"), at least "A-" by Fitch, Inc., or any successor thereto ("Fitch") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto ("S&P"), xx xxx extent such obligations are rated by Moody's or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) shall, within 5 Local Business Days of such Ratings Event, (A) give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to at Party A's option and sole expense, (x) transfer (at its own cost) Party A's rights and obligations hereunder under this Agreement and all Confirmations related hereto to another party, subject to satisfaction of the Rating Agency Condition party (such party whose long term debt is being rated at least "A1" (and not on watch for possible downgrade) by Moody's (as defined below) or rated at least "A+" by S&P (as defined below). Unless such a transfer by ), subject to Rating Agency confirmation, and at the cost of Party A has occurred within 20 Business Days after the occurrence of a Ratings EventA, Party B shall demand that Party A or (y) post Eligible Collateral (as designated in the approved Credit Support Annex), on a mark-to-market basis to secure Party B's exposure or potential exposure exposure, if any, to Party AX, and xnd such Eligible Collateral shall be provided in accordance with a an ISDA Credit Support Annex to be entered into between Party A and Party B in the form attached hereto as Exhibit A, which will be attached hereto and made a part hereof within 10 Local Business Days of Party BA's demand thereforelection to post Eligible Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Conditionconfirmation. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a an eligible transferee and or to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A. For the purpose of this Part 1(k), a "Ratings Event" shall occur with respect to Party A if the long-term senior unsecured deposit ratings of Party A cease to be at least "A3" by Moody's Investors Service, Inc., or any successox xxxxxxx ("Moxxx'x") or at least "A-" by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., or any successor thereto ("S&P"), to the extent such obligations are rated by Moody's or S&P. The failure by Party A to either post Eligible Collateral or transfer its rights and obligations to an eligible transferee in accordance herewith shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (transfer, at its own cost) expense, Party A's ’s rights and obligations hereunder under the Agreement and all Confirmations to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's A’s exposure or potential exposure to Party AB, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's ’s demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. The Value of the Eligible Collateral to be posted at any time shall be equal to the greater of (a) the sum of Secured Party’s Exposure for that Valuation Date (as defined in the approved Credit Support Annex) plus the product of the Notional Volatility Buffer multiplied by the Notional Amount and (b) zero. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless weekly. If Party A posts Eligible Collateral, Party A shall deliver to Standard & Poor’s Rating Service or Bank any successor thereto (“S&P”), within 30 days of America Corporation are no longer reporting financial information publiclythe Ratings Event, then such valuation an enforceability opinion, in form and posting must occur weekly. substance satisfactory to S&P, to the effect that the Eligible Collateral will be available to Party B in a timely manner in the event of a bankruptcy or insolvency of Party A. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's ’s obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect toto Party A.